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Possession Proceedings: Whether documents were validly executed by corporate entity (Northwood (Solihull) Ltd v Cooke; Fearn and others v Northwood (Solihull) Ltd [2022]

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Where a corporate landlord was seeking possession of residential premises, the Court of Appeal considered whether a s.213 Housing Act 2004 tenancy deposit certificate and a s.8 Housing Act 1988 notice were validly executed.

The background

In Northwood (Solihull) Ltd v Cooke; Fearn and others v Northwood (Solihull) Ltd [2022], the landlord, a corporate entity, let residential properties on two shorthold tenancies to the tenants. On completion of the tenancy, a certificate was provided by the landlord under s.213 Housing Act 2004, signed by a director of the landlord company, regarding the deposit paid by the tenants under the tenancy deposit protection scheme.

After falling into arrears, notice seeking possession under s.8 Housing Act 1988 was served by the landlord on the tenants. The notice was signed by the landlord’s property manager with the words “landlord’s agent” struck out.

The tenants claimed that both documents were invalidly executed on the grounds that neither document was authenticated in accordance with s.44 Companies Act 2006. The High Court found that the certificate was invalid unless it was authenticated under s.44, but found that the s.8 notice was valid despite only having been signed by the landlord’s agent. Both parties appealed.

The decision

The Court of Appeal dismissed the tenant’s appeal, and allowed the landlord’s cross-appeal. In assessing each document:

  1. Deposit certificate: If the signatory was authorised to sign it, the document could be classed as having been given by the principal of the landlord company. The term ‘landlord’ included a person acting on the landlord’s behalf. The deposit certificate had been signed by a company director acting on behalf of the landlord in respect of the tenancy, and the deposit certificate – which contained all relevant information – was deemed valid.
  2. 8 Housing Act 1988 notice: The legislation did not require any signature, only service of notice by the landlord in a prescribed form. The landlord could comply with s.8 even where an agent served notice on its behalf and where an agent signed the notice on behalf of the landlord. The prescribed form allowed for signature by an agent for the landlord, as was the case here, and the agent did not assert that she was the landlord herself at any point. The notice was therefore deemed valid by the Court of Appeal.

Advice and action for landlords

In a decision which will be reassuring for corporate landlords, both documents were deemed validly executed by agents or directors acting on the landlord’s behalf. The s.8 notice could be validly signed by the landlord’s agent outside of s.44 Companies Act 2006, and there was no requirement for the tenancy deposit scheme certificate to be signed by the landlord.

Further, the Court of Appeal considered that any non-compliance with the statutory requirements may not necessarily have resulted in documents being declared invalid; documents were prepared in substantially the prescribed form with relevant information contained.

The Court of Appeal dismissed the tenant’s appeal. The deposit certificate contained all relevant information and was deemed valid, and the landlord could comply with s.8 where an agent served and signed a notice on its behalf.

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